The Chartered Governance Institute model board resolution on independent professional advice
The Chartered Governance Institute model board resolution on independent professional advice

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  • The Chartered Governance Institute model board resolution on independent professional advice

This is a model board resolution on independent professional advice, produced by CGI. This document has been reproduced by kind permission of The Chartered Governance Institute (formerly known as ICSA: The Governance Institute) (CGI), Saffron House, 6-10 Kirby Street, London EC1N 8TS, www.icsa.org.uk.

The UK Corporate Governance Code states in Code Provision B.5.1:

“The board should ensure that directors, especially non-executive directors, have access to independent professional advice at the company’s expense where they judge it necessary to discharge their responsibilities as directors…”

The following is suggested wording for a resolution of the board to give effect to the above Code Provision.

“It was resolved THAT

Subject to the following procedures and limitations, the directors of the company shall, both individually and collectively, have the right to consult the company’s professional advisers [and, if necessary,] [or] [and, if

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